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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Northstar Computer Forms, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-0882640
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7130 Northland Circle North, Brooklyn Park, MN 55428
(Address of Principal Executive Offices) (Zip Code)
Northstar Computer Forms, Inc. 401(k) Profit Sharing Plan
(Full Title of the Plan)
Mary Ann Morin
7130 Northland Circle North
Brooklyn Park, MN 55428
(612) 531-7340
(Name, Address and Phone Number of Agent for Service)
Copy to:
John C. Levy, Esq.
Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
100 South Fifth Street, Suite 1100
Minneapolis, MN 55402
(612) 333-2111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $8.00 $1,600,000 $551.72
par value
$.05 per share (2)
Total 200,000 shares $8.00 $1,600,000 $551.72
</TABLE>
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate amount
of interests in the Northstar Computer Forms, Inc. 401(k) Profit
Sharing Plan to be offered pursuant to such Plan.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h) and based upon the highest price at
which options to purchase the shares may be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the 1933 Act, as amended (the "1933 Act"). These documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:
(a) The Annual Report of the Registrant on Form 10-K for the fiscal year
ended October 31, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of the
fiscal year covered by the Annual Report referred to (a) above; and
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 10 (Reg. No. 0-19056) filed with the
Securities and Exchange Commission effective May 6, 1991 pursuant to
Section 12 of the 1934 Act, including any amendment or report filed for
the purpose of updating such description.
All documents hereafter filed by the Registrant and the Northstar
Computer Forms, Inc. 401(k) Profit Sharing Plan (the "Plan") pursuant to
Section 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XIV of the Registrant's Bylaws provides that the Registrant
shall indemnify its officers and directors in accordance with, and to the
extent provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes
requires the Registrant to indemnify any person made or threatened to be made
a party to a proceeding by reason of acts or omissions performed in the
person's official capacity against judgments, penalties, fines and reasonable
expenses (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper personal benefit,
reasonably believed that
2
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such conduct was in the best interest or was not opposed to the best interest
of the Registrant, and, in the case of criminal proceedings, had no
reasonable cause to believe the conduct was unlawful. In addition, Section
302A.521, Subd. 3, of the Minnesota Statutes requires payment or
reimbursement by the Registrant, upon written request, of reasonable expenses
(including attorneys' fees) incurred by a person in advance of the final
disposition of a proceeding, upon receipt by the Registrant of a written
affirmation by the person of a good faith belief that the criteria for
indemnification had been satisfied and a written undertaking by the person to
repay all amounts, if it is ultimately determined that that criteria for
indemnification have not been satisfied, and after a decision that the known
facts would not preclude indemnification is made by a disinterested majority
of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special
legal counsel, by the shareholders or by a court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
23.1. Consent of PricewaterhouseCoopers LLP
24. Power of Attorney (included on signature page hereto)
The Registrant hereby undertakes to submit the Plan and any
amendments to the Plan to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided,however, that paragraphs (a)(i) and (a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
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(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's and/or the Plan's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person connected with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement, as amended, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Brooklyn Park, State
of Minnesota, on April 7, 1999.
NORTHSTAR COMPUTER FORMS, INC.
By: /s/ Mary Ann Morin
------------------------------------------
Mary Ann Morin
Controller and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mary Ann Morin as his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of March 15, 1999.
<TABLE>
<CAPTION>
Name Title Signature
- --------- ----- ---------
<S> <C> <C>
Roger T. Bredesen Chief Executive Officer and
Chairman of the Board /s/ Roger T. Bredesen
-----------------------------
Dr. Lester A. Wanninger Director /s/ Dr. Lester A. Wanninger
-----------------------------
John G. Mutschler Director /s/ John G. Mutschler
-----------------------------
Kenneth E. Overstreet President
and Director /s/ Kenneth E. Overstreet
-----------------------------
J.S. Braun Director /s/ J.S. Braun
-----------------------------
Roy W. Terwilliger Director /s/ Roy W. Terwilliger
-----------------------------
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Northstar
Computer Forms, Inc. 401(k) Profit Sharing Plan has duly caused this
Registration Statement, as amended, to be signed on its behalf by Northstar
Computer Forms, Inc., the Plan Administrator, thereunto duly authorized, in
the City of Brooklyn Park, State of Minnesota, on April 7, 1999.
NORTHSTAR COMPUTER FORMS, INC.
401(k) PROFIT SHARING PLAN
Northstar Computer Forms, Inc., the Plan
Administrator
By: /s/ Mary Ann Morin
------------------------------------------
Mary Ann Morin
Controller and Chief Financial Officer
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- --------------------- --------------------------------------- -------------
<S> <C> <C>
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on
signature page hereto)
</TABLE>
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Northstar Computer Forms, Inc. and Subsidiary and Northstar Computer
Forms, Inc. 401(k) Profit Sharing Plan on Form S-8 related to the "Northstar
Computer Forms, Inc. 401(k) Profit Sharing Plan" of our reports dated
December 23, 1998, on our audits of the consolidated financial statements and
related financial statement schedule of Northstar Computer Forms, Inc. and
Subsidiary as of October 31, 1998 and 1997, and for the fiscal years ended
October 31, 1998, 1997 and 1996, which reports are included or incorporated
by reference in Northstar Computer Forms, Inc. and Subsidiary's Annual Report
on Form 10-K for the fiscal year ended October 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 18, 1999
